Board of Directors Meeting Minutes February 7, 2018

Board of Directors Meeting Minutes February 7, 2018 Present: Jim Beck President Mary Forte President Elect Aimee Matheny Treasurer Brenda Landes Secretary Donna Higgason Director At Large Burt Benson Director At Large John Conlon Director Guests: Judy Howe - Show Superintendent 1.0 Meeting Opening: 1.1 A meeting was held via telephone conference call and commenced at 7:14 PM. 2.0 Business: 2.1 Show. 2.1.1 The Board invited Judy Howe to discuss planning for 2018 show. 2.1.2 Judy H. reported on the 2017 show and recommended that additional funds be budgeted to support setup and take down unless more volunteers can be found for Wed and Thu prior to show. If a fleece show is included, there would be an even greater need for volunteers. 2.2 Board Resignations. 2.2.1 Two Board members submitted written resignations via email just prior to the meeting, to be effective at close of the meeting. 2.2.2 Jim Beck resignation was posted to VAOBA Facebook page immediately following meeting. 2.2.3 Aimee resigned and cannot stay on due to other obligations. 2.2.4 Board accepted resignations effective at close of meeting. 2.2.5 2.3 December Meeting Minutes. 2.3.1 Donna made a motion to approve the minutes of 12/6/17 meeting. Mary seconded the motion. All approved. 2.4 Treasurer Report. 2.4.1 A treasurer report was provided to the Board prior to the meeting. Aimee reviewed indicating that $38,719.21 is the current balance. We started with $42,837.70 in July 2017. There is still one invoice outstanding for the extra ribbons (that has not been received). 2.4.2 The online QB is difficult to run reports. In order to run a report, it requires going back to the old accounts. 2.4.3 Report shows small loss (<$2K) on show and auction. Most of the other expenses indicated on report are normal operating (insurance, supplies, website, etc.). Page 1 of 5

2.4.4 We had set a show budget of $63K, and approximately $10K less was expended. Judy Howe would have show budget. 2.4.5 Donna made a motion to approve the treasurer report. Bert seconded the motion. All approved. 2.5 Bylaws Discussion. 2.5.1 Updated Bylaws had been provided to BOD, with numerous updates and changes for approval. The changes are needed to bring the VAOBA bylaws into compliance with requirements for Commonwealth of Virginia. 2.5.2 The Bylaws Committee is requesting that the BOD approve sending the proposed Bylaws to the membership for a yes or no vote. Bert suggested that the membership be able to offer feedback. Per Mary, that is why there has been a Bylaws Committee, and would like to approve to send to the membership for a vote. Donna added that she feels the membership should be able to comment. 2.5.3 A recommendation was made by Mary to allow 21 days for members to review. John suggested that this be settled by March 31. Donna suggested that we send out proposed bylaws with a letter stating that the Bylaws Committee has recommended the proposed bylaws and the Board of Directors has approved for a member vote. 2.5.4 Ideally, new Board has updated bylaws in place before taking office. In past, when we needed votes, BOD has gotten together and called members --- need 2/3 of members to approve. This should happen prior to annual meeting. 2.5.5 John requested clarification on alternating terms, and BOD discussed how to clarify officers terms in Section 6.2. It was agreed that John will offer clarification via email for BOD to review, approve, and incorporate into the bylaws. 2.5.6 Old bylaws are antiquated and can t really be updated. They were fine at the time, but outdated now. 2.5.7 A motion was made by Donna that once sentence is clarified by John (Section 6.2), BOD to send letter along with new and old bylaws with opportunity for review and comments, to be mailed by 2/11 so that received by 2/15. Motion was seconded by Mary. Aye: John, Bert, Mary, Brenda, Donna. Aimee and Jim abstained. Motion was Approved. 2.6 Membership Committee. Nothing to report. 2.7 Education Committee. 2.7.1 Aimee indicated that Dave Grembi is willing to take on roll as chairman of Education Committee. He wants Fiber Committee to roll off. He d like to be able to send questionnaires / email campaigns / surveys of membership. 2.7.2 Brenda made motion to approve. John first. Donna seconded. All approved. 2.8 Fiber Committee. 2.8.1 Roo Kline workshop is scheduled for June 2, 2018. 2.8.2 Workshop was donated by Roo for the 2016 VAOBA Expo. Since no one purchased it, Roo agreed to provide the workshop as a VAOBA benefit. 2.8.3 Need to offer hosting opportunity to members via eblast, facebook, and website. 2.8.4 Brenda will provide workshop info to Donna and a flyer will be prepared and sent to all members. 2.9 Website update. 2.9.1 Donna has updated and spoken to Openherd. Openherd will charge $37.50/half hour for things that need a lot of attention. Some things can be done for free. Page 2 of 5

2.9.2 We need the Resource tab on top. Donna has asked Openherd to provide an event calendar. Donna suggested a Youth tab. Once the Youth page is changed, Donna will put on FB. She has already added a youth page with coloring book, etc. 2.9.3 Roo Kline workshop will be added under News/Events and Education once more details are available. 2.9.4 Aimee indicated that the Education Committee would like to add videos, etc. Donna has figured out how to add videos. 2.10 Show Committee. 2.10.1 John has had contact with PAOBA. Mary has had contact with MABA. Donna suggested that people super familiar with show should be on the committee. 2.10.2 PAOBA is not considering a Fall 2018 show. They are definitely moving to first week in March they may be open to alternating venues. 2.10.3 MABA interested in joint show where all expenses and profits split. The Maryland Fleece show may be more beneficial if there s space. 2.10.4 A show exploratory committee needs to be formed and come back to BOD with a plan. 2.10.5 Mary made a motion to form a show exploratory committee to review the options of a joint or combined show, composed of Mary, John, Donna, and Judy. Brenda seconded the motion. All approved. Bert, Aimee, Jim left meeting. 8:39 PM 2.11 Annual Meeting. 2.11.1 The annual meeting venue in Charlottesville must be booked. John will take this up and reserve for June 9 at Ch ville Holiday Inn. 2.12 Board Replacements. 2.12.1 The BOD discussed how vacated positions should be filled. Per the current bylaws, the BOD appoints. As President elect, Mary Forte will move into the President position. 2.12.2 Treasurer is serious position and must be filled quickly. We need someone that has accounting experience. Donna will ask Glen Kirby if he ll fill in as treasurer until new election of Directors in June. 2.12.3 Ballots need to be mailed by May 1. So nominations for people who will run need to be in hand in April. 2.12.4 A motion was made by Mary to allow Donna to ask Glen to be our Treasurer. Motion was seconded by John. All approved. 3.0 Adjournment. Meeting was adjourned at 8:54 PM. Next meeting will be Wednesday, March 7, 2018 at 7 PM. Page 3 of 5

Board of Directors Special Meeting Minutes February 14, 2018 Present: Mary Forte President President Elect Vacant Glen Kirby Treasurer Brenda Landes Secretary Donna Higgason Director Burt Benson Not Attending John Conlon Not Attending Donna emailed to request emergency meeting to discuss show venue. Mary made a call to John Conlon and he may not be able to call in. Meeting to discuss show: 1. Are we going to have one? 2. When? 3. Where? Joint show with PAOBA seems like a no-go per John s conversation with PAOBA President while at Buckeye show last weekend. Per correspondence, John would like to have a VAOBA show during the weekend of November 10-11, since it s the same weekend as the MABA fiber festival. MABA says they want to do something with us. Per Mary, Bryan Mindt didn t want to have fiber festival same weekend as Empire/NEOBA show. Another downside to the November 10-11 dates is that a lot of our vendors will be at Empire show. (Ex. Light livestock, etc. won t be in two places). Doswell Event Center has very limited dates available for the whole hall. The only weekends still open are Oct 20. Nov 24. Dec 8. Problem with October is fleece length. Nov 24 is Thanksgiving. Dec 8 there are worries about weather and being close to Christmas. The group was in favor of December 8 despite those concerns. Mary asked if we could do walking fleece and regular fleece only. Concern that none of the mid- to large-sized farms would participate. It s good to have, but probably not as main attraction for VAOBA show. It may be nice for a separate small one day event. Should we move forward for VAOBA show even if MABA doesn t join? Understanding is that if we don t lock facility in by Friday, there will be nothing left. We need to lease the whole hall in order to have two rings. We d have to put a deposit down. Once venue is locked down, Judy and Sue come on line to determine which Judges are available and to get Contracts in place. Brenda made a motion to book the Doswell Event Center for December 8 9. Donna seconded. All approved. Page 4 of 5

MABA is interested in dual show. It s nice to knock out two shows in one weekend. A lot of people will come because there s only one stall fee. We need to discuss with Judy Howe to see if the Doswell event center is big enough for a dual show. The show host gets stall money and pays for the stalls. Mary suggested doing a single show rather than a dual show. Donna and Brenda were more favorable of a dual show, thinking it would attract more farms. Need to understand how all fees, superintendents, etc. are arranged for dual shows. Don t need to make this decision tonight since focus was to determine whether or not to book the venue. Brenda to send Judy and Sue contracts to Mary so that she can forward to Bryan at MABA. It will be difficult to send the show budget at this time. Glen will need to recreate. We can send on a proposed budget. Glen asked if Judy and Sue will honor the Contracts if we join with MABA. We need to ask Judy if venue is large enough for double show, or joint show. We need to find out if it will alter their Contracts. It was decided to not forward anything to MABA until Monday. Meeting adjourned: 7:37 PM Motion by Mary. Seconded by Glen. Page 5 of 5

Committee Members Judy Howe Brenda Landes Mary Goodman Donna Higgason Vaoba Website Committee Updates Updates to the Website: The Welcome to VAOBA Page has been updated. This is the Home Page when you bring up the website. The Farms Page will always remain the same and is based on the Members Individual Farm Site. Farms can be removed upon renewing membership or joining VAOBA. The Alpacas Page will always remain the same and is based on the Members Individual Farm Site. We can not remove alpacas at any time, only the member. Due to the lack of TAB space, we have asked Openherd if the Store Tab can be moved to under the Resources Tab. The Show Page has been updated. The 2017 Sponsors and Vendors have remained up and visible as promised for more advertisement for the Sponsorship monies. The Upcoming Events Tab has been updated. A February Calendar has been added as a pdf. We have asked Openherd if this could be an open calendar and member events can be added to the calendar regularly. They are checking on that. Under member events, the only one Donna knows of is Patty Fuller's Heart of Virginia Show and since they are members this was added in member events. Donna would like to add the Roo Seminar and the annual meeting to this page and needs the specifics. The About Tab is the same. We have asked openherd to put the minutes in the same format as the previous years minutes. The Education Tab information has been updated. New photo added. A temporary VAOBA youth subtab has been added on this page. Donna has talked to Openherd about adding a Youth Tab. After the Store Tab and Join Tab are removed as the Join tab will be on the Home Page. It is already there now. The Resources has fallen below and will come up top once the Store and Join Tabs are removed. Donna will update the Website regularly if everyone approves. Thanks Website Committee

8:50 PM Virginia Alpaca Owners & Breeders Assoc. 03/06/18 Reconciliation Detail UVA Community Credit Union, Period Ending 02/28/2018 Type Date Num Name Clr Amount Balance Beginning Balance 38,719.21 Cleared Transactions Checks and Payments - 3 items Check 02/13/2018 draft Constant Contact X -20.00-20.00 Check 02/13/2018 draft Intuit Quickbooks X -15.00-35.00 Deposit 02/21/2018 Virginia Alpaca Own... X -38,795.11-38,830.11 Total Checks and Payments -38,830.11-38,830.11 Deposits and Credits - 2 items Deposit 02/15/2018 X 110.16 110.16 Deposit 05/31/2018 X 0.74 110.90 Total Deposits and Credits 110.90 110.90 Total Cleared Transactions -38,719.21-38,719.21 Cleared Balance -38,719.21 0.00 Register Balance as of 02/28/2018-38,719.21 0.00 Ending Balance -38,719.21 0.00 Page 1

8:51 PM Virginia Alpaca Owners & Breeders Assoc. 03/06/18 Reconciliation Detail Union Bank & Trust, Period Ending 02/28/2018 Type Date Num Name Clr Amount Balance Beginning Balance 0.00 Cleared Transactions Deposits and Credits - 1 item Deposit 02/21/2018 X 38,795.11 38,795.11 Total Deposits and Credits 38,795.11 38,795.11 Total Cleared Transactions 38,795.11 38,795.11 Cleared Balance 38,795.11 38,795.11 Uncleared Transactions Checks and Payments - 1 item Check 02/27/2018 2001 Thomas & Thomas -49.00-49.00 Total Checks and Payments -49.00-49.00 Total Uncleared Transactions -49.00-49.00 Register Balance as of 02/28/2018 38,746.11 38,746.11 New Transactions Deposits and Credits - 1 item Deposit 03/06/2018 96.80 96.80 Total Deposits and Credits 96.80 96.80 Total New Transactions 96.80 96.80 Ending Balance 38,842.91 38,842.91 Page 1